8-K 1 a5466892.txt CHEMED CORP. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2007 CHEMED CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8351 31-0791746 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) Number) 2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 762-6900 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.425) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 230.425) [_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange Act (17 CFR 230.425) Page 1 of 2 Item 8.01 Other Items Chemed Corporation ("We" or "Chemed") intends to file a registration statement covering our 1.875% Convertible Senior Notes ("Notes") issued on May 14, 2007. Certain of our 100% owned subsidiaries fully and unconditionally guarantee the Notes on an unsecured, joint and severally liable basis. In accordance with Rule 3-10 of Regulation S-X, we are amending Item 1 of Part I (Financial Statements) of our Form 10-Q for the quarter ended March 31, 2007 (filed May 2, 2007) to provide condensed, consolidating financial data of the parent company (Chemed), the guarantor subsidiaries and the non-guarantor subsidiaries as of December 31, 2006 and March 31, 2007 and for the three months ended March 31, 2007 and 2006. Such information is presented as Note 21 in the Notes to Unaudited Financial Statements. This does not represent a restatement of our previously filed Financial Statements. A copy of the amended Item 1 for our Form 10-Q for the quarter ended March 31, 2007 is filed herewith as Exhibit 99. Item 9.01 Financial Statements and Exhibits d) Exhibit (99) Registrant's Amended Item 1 to Form 10-Q for the quarter ended March 31, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHEMED CORPORATION Dated: August 8, 2007 By: /s/ Arthur V. Tucker, Jr. ---------------- -------------------------- Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2